News Releases

Bonterra Oil & Gas Ltd. Arranges a $15 Million Bought-Deal Offering

May 7, 2009 - 12:00 ET

CALGARY, ALBERTA--(Marketwire - May 7, 2009) -

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

Bonterra Oil & Gas Ltd. (TSX:BNE) (the "Company") today announced that it has now entered into an agreement with a syndicate of underwriters co-led by Research Capital Corporation and J.F. Mackie & Company Ltd. (the "Underwriters"), whereby the Underwriters will purchase, on a bought deal basis, 890,000 common shares of the Company (each a "Common Share") at a price of $16.85 per Common Share for proceeds of approximately $15,000,000 (the "Offering").

The Underwriters shall also have the option, but not the obligation, exercisable at any time prior to the closing date of the Offering to increase the size of the Offering by purchasing, as principals on a bought-deal basis, up to approximately an additional $3,000,000 in Common Shares, on the same terms as the Offering (the "Underwriter's Option"). If the Underwriters' Option is exercised, the total deal will amount to approximately $18,000,000 in gross proceeds.

The Offering is scheduled to close on or about May 27, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of The Toronto Stock Exchange.

In consideration for their services, the Underwriters will receive a cash commission of 5.0% of the gross proceeds of the Offering, including any Common Shares that are sold pursuant to the exercise of all of, or part of, the Underwriters' Option.

The net proceeds received by the Company from the sale of the Offering will be used to reduce debt, to conduct exploration activities on the Company's oil and gas properties and for general working capital.

Bonterra Oil & Gas Ltd. is a conventional oil and gas corporation with operations in Alberta, Saskatchewan and British Columbia. The Common Shares are listed on The Toronto Stock Exchange under the symbol "BNE".

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

Cautions Regarding Forward-Looking Statements

Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may describe expectations, opinions or guidance that are not statements of fact. Forward-looking statements are based upon the opinions, expectations and estimates of management of Bonterra as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to risks, uncertainties and other factors that are beyond the control of Bonterra, risks associated with the oil & gas industry, commodity prices and exchange rate changes, operational risks associated with exploration, development and production operations, delays or changes in plans, risks associated with the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. Assumptions relating to certain forward-looking information contained in this press release are set out herein. Although Bonterra believes that the expectations reflected in the forward-looking statements set out in this press release or incorporated herein by reference are reasonable, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of Bonterra contained in this press release, or incorporated herein by reference, are expressly qualified, in their entirety, by this cautionary statement.